Exhibit (10)o

                           CHANGE IN CONTROL AGREEMENT

     This CHANGE IN CONTROL AGREEMENT dated as of December , 1997, among WHITMAN
CORPORATION,   a  Delaware  corporation  (the  "Company"),   PEPSI-COLA  GENERAL
BOTTLERS,    INC.,   a   Delaware    corporation    ("Pepsi    General"),    and
____________________________ (the "Executive").

     WHEREAS,  the Company's Board of Directors has determined that, in light of
the  importance  of the  Executive's  continued  services to the  stability  and
continuity of management of the Company and its subsidiaries,  it is appropriate
and in the best  interests of the Company and of its  shareholders  to reinforce
and encourage the Executive's continued disinterested attention and undistracted
dedication  to his  duties  in the  potentially  disturbing  circumstances  of a
possible  change in control of the Company by providing  some degree of personal
financial security;

     WHEREAS, Pepsi General is an 80% owned Subsidiary of the Company;

     WHEREAS,  on  December  31,  1997,  Whitman  intends to  distribute  to its
shareholders  all of the issued and  outstanding  shares of common  stock of its
Subsidiaries,  Hussmann International, Inc. and Midas Group, Inc. (such date, or
any  subsequent  date on which  such  distribution  shall  finally  occur  being
hereinafter referred to as the "Effective Date");

     WHEREAS,  in order to induce the  Executive  to remain in the employ of the
Company or a subsidiary of the Company (a "Subsidiary"), following the Effective
Date, the Company's  Board of Directors has  determined  that it is desirable to
pay the Executive the severance  compensation set forth below if the Executive's
employment  with  the  Company  or  a  Subsidiary   terminates  in  one  of  the
circumstances  described below following a Change in Control (as defined below);
and

     WHEREAS, Whitman and/or a Subsidiary have previously entered into Severance
Compensation and Change in Control Agreements with certain executive officers of
the Company and its Subsidiaries,  and this Agreement shall, as of the Effective
Date,  replace  in its  entirety  any  and all  such  prior  Agreements  ("Prior
Agreements") to which the Executive is a party;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained in this Agreement, the Company and the Executive agree as follows:

     1.  Term of Agreement. (a) The term of this Agreement shall commence on the
         Effective  Date and  shall  terminate,  except to the  extent  that any
         obligation of the Company  hereunder remains unpaid as of such time, on
         the earlier to occur of the date on which the Executive  reaches age 65
         and the third  anniversary of the Effective Date,  subject to extension
         as  provided  in  Section  1(b)  below;  provided,  however,  that this
         Agreement  shall  continue in effect  until the earlier to occur of the
         date on which the  Executive  reaches  age 65 and the date three  years
         beyond  the  initial  or any  extended  date  of  termination  of  this
         Agreement if a Change in Control shall have occurred prior to such date
         of   termination  of  this  Agreement  (and  shall  continue  for  such
         additional period as any obligation of the Company under this Agreement
         shall remain unpaid).

         (b)  Commencing on the date after the Effective  Date and continuing on
              each date thereafter (each such date being hereinafter referred to
              as a  "Renewal  Date"),  the  term  of  this  Agreement  shall  be
              automatically  extended so as to terminate three years thereafter,
              unless  at least 60 days  prior to a  specified  Renewal  Date the
              Company shall give written  notice to the Executive  that the term
              of this Agreement shall not be so extended.

     2.  Change  in  Control.  No  compensation  shall  be  payable  under  this
         Agreement  unless  and  until  (a)  there  shall  have been a Change in
         Control  while the  Executive  is still an employee of the Company or a
         Subsidiary,  and (b) the  Executive's  employment  by the  Company or a
         Subsidiary  thereafter  shall have been  terminated in accordance  with
         Section 3 of this Agreement.

         For purposes of this Agreement, a "Change in Control" shall mean:

         (i)  the acquisition by any  individual,  entity or group (a "Person"),
              including any "person"  within the meaning of Section  13(d)(3) or
              14(d)(2) of the  Securities  Exchange Act of 1934, as amended (the
              "Exchange  Act"),  of beneficial  ownership  within the meaning of
              Rule 13d-3  promulgated  under the Exchange Act, of 25% or more of
              either  (A) the then  outstanding  shares of  common  stock of the
              Company  (the  "Outstanding  Common  Stock")  or (B) the  combined
              voting  power of the then  outstanding  securities  of the Company
              entitled  to vote  generally  in the  election of  directors  (the
              "Outstanding  Voting   Securities");   excluding,   however,   the
              following:   (1)  any   acquisition   directly  from  the  Company
              (excluding  any  acquisition  resulting  from the  exercise  of an
              exercise,  conversion  or exchange  privilege  unless the security
              being so exercised,  converted or exchanged was acquired  directly
              from the Company),  (2) any  acquisition  by the Company,  (3) any
              acquisition  by  an  employee  benefit  plan  (or  related  trust)
              sponsored  or  maintained  by  the  Company  or  any   corporation
              controlled  by  the  Company  or  (4)  any   acquisition   by  any
              corporation  pursuant to a transaction which complies with clauses
              (A), (B) and (C) of clause (iii) in this  definition  of Change in
              Control;

         (ii) individuals who, as of the Effective Date, constitute the Board of
              Directors of the Company  (the  "Incumbent  Board")  cease for any
              reason to constitute  at least a majority of such Board;  provided
              that  any  individual  who  becomes  a  director  of  the  Company
              subsequent to the Effective Date whose election, or nomination for
              election by the Company's  shareholders,  was approved by the vote
              of at  least a  majority  of the  directors  then  comprising  the
              Incumbent  Board shall be deemed a member of the Incumbent  Board;
              and  provided  further,  that  any  individual  who was  initially
              elected as a director  of the  Company as a result of an actual or
              threatened election contest, as such terms are used in Rule 14a-11
              of Regulation 14A promulgated under the Exchange Act, or any other
              actual or threatened  solicitation of proxies or consents by or on
              behalf of any Person  other  than the Board  shall not be deemed a
              member of the Incumbent Board;

         (iii)the consummation of a  reorganization,  merger or consolidation of
              the Company or sale or other  disposition of all or  substantially
              all of the  assets of the  Company  (a  "Corporate  Transaction");
              excluding,  however, a Corporate Transaction pursuant to which (A)
              all or  substantially  all of the  individuals or entities who are
              the beneficial  owners,  respectively,  of the Outstanding  Common
              Stock and the Outstanding  Voting Securities  immediately prior to
              such Corporate  Transaction  will  beneficially  own,  directly or
              indirectly,  more than 66-2/3% of,  respectively,  the outstanding
              shares of  common  stock,  and the  combined  voting  power of the
              outstanding  securities  of  such  corporation  entitled  to  vote
              generally in the election of directors, as the case may be, of the
              corporation resulting from such Corporate Transaction  (including,
              without  limitation,  a  corporation  which  as a  result  of such
              transaction  owns the Company or all or  substantially  all of the
              Company's  assets either directly or indirectly) in  substantially
              the same  proportions  relative to each other as their  ownership,
              immediately   prior  to  such   Corporate   Transaction,   of  the
              Outstanding Common Stock and the Outstanding Voting Securities, as
              the case may be,  (B) no Person  (other  than:  the  Company;  any
              employee  benefit plan (or related trust)  sponsored or maintained
              by the Company or any corporation  controlled by the Company;  the
              corporation  resulting  from such Corporate  Transaction;  and any
              Person  which  beneficially  owned,   immediately  prior  to  such
              Corporate Transaction,  directly or indirectly, 25% or more of the
              Outstanding Common Stock or the Outstanding Voting Securities,  as
              the case may be) will  beneficially  own,  directly or indirectly,
              25% or more of,  respectively,  the  outstanding  shares of common
              stock of the corporation resulting from such Corporate Transaction
              or the combined voting power of the outstanding securities of such
              corporation   entitled  to  vote  generally  in  the  election  of
              directors  and (C)  individuals  who were members of the Incumbent
              Board will  constitute  at least a majority  of the members of the
              board  of  directors  of  the  corporation   resulting  from  such
              Corporate Transaction; or

         (iv) the consummation of a plan of complete  liquidation or dissolution
              of the Company.

     3.  Termination  Following  Change in  Control.  (a) If a Change in Control
         shall have  occurred  while the  Executive  is still an employee of the
         Company  or a  Subsidiary,  the  Executive  shall  be  entitled  to the
         compensation   provided  in  Section  4  of  this  Agreement  upon  the
         subsequent  termination of the Executive's  employment with the Company
         or  Subsidiary  within three years of the date upon which the Change in
         Control shall have occurred,  unless such termination is as a result of
         (i) the Executive's death, (ii) the Executive's  Disability (as defined
         in Section 3(b) below), (iii) the Executive's Retirement (as defined in
         Section 3(c) below),  (iv) the  Executive's  termination  for Cause (as
         defined in Section  3(d)  below),  or (v) the  Executive's  decision to
         terminate  employment other than for Good Reason (as defined in Section
         3(e)  below).   Notwithstanding   anything  to  the  contrary  in  this
         Agreement,  if a  Change  in  Control  occurs  and if  the  Executive's
         employment with the Company or a Subsidiary was terminated prior to the
         date on which the Change in  Control  occurs,  and if it is  reasonably
         demonstrated  by the Executive that such  termination of employment (i)
         was at the  request  of a third  party who had taken  steps  reasonably
         calculated to effect the Change in Control,  or (ii) otherwise arose in
         connection with or anticipation of the Change in Control,  then for all
         purposes  of  this  Agreement,   the  termination  of  the  Executive's
         employment shall be deemed to have occurred  immediately  following the
         Change in Control.

         (b)  Disability. If, as a result of the Executive's incapacity due to a
              medically  determinable  physical or mental  illness  which can be
              expected to be permanent or of  indefinite  duration (as certified
              in writing by a physician  selected by the Company and  reasonably
              acceptable  to the  Executive),  the  Executive  shall qualify for
              benefits under the long-term  disability  plan of the Company or a
              Subsidiary  and shall have been  absent  from his duties  with the
              Company or a  Subsidiary  on a  full-time  basis for a  continuous
              period of six  months  commencing  with the date of the  Change in
              Control or the first day of such absence  (whichever is later) the
              Company  or  such   Subsidiary   may  terminate  the   Executive's
              employment for  "Disability"  without the Executive being entitled
              to the compensation provided in Section 4.

         (c)  Retirement.  The term "Retirement" as used in this Agreement shall
              mean  termination  by the Company or a Subsidiary or the Executive
              of  the  Executive's  employment  based  on the  Executive  having
              reached  age  65  without  the  Executive  being  entitled  to the
              compensation   provided  in  Section  4.   Termination   based  on
              "Retirement"  shall not include,  for purposes of this  Agreement,
              the  Executive's  taking  of  early  retirement  by  reason  of  a
              termination by the Executive of his employment for Good Reason.

         (d)  Cause.  The Company or a Subsidiary may terminate the  Executive's
              employment  for Cause without the Executive  being entitled to the
              compensation   provided  in  Section  4.  For   purposes  of  this
              Agreement,  the  Company  or  Subsidiary  shall  have  "Cause"  to
              terminate the Executive's  employment only on the basis of (i) the
              Executive's wilful and continued failure  substantially to perform
              his duties  with the  Company or  Subsidiary  (other than any such
              failure  resulting  from his  incapacity due to physical or mental
              illness  or  any  such  failure  resulting  from  the  Executive's
              termination   for  Good  Reason),   after  a  written  demand  for
              substantial performance is delivered to the Executive by the Chief
              Executive Officer (or if the Executive is Chief Executive Officer,
              by the  Board of  Directors)  which  specifically  identifies  the
              manner  in which  the  Chief  Executive  Officer  (or the Board of
              Directors if the Executive is Chief  Executive  Officer)  believes
              that the Executive has not substantially  performed his duties, or
              (ii) the Executive's wilful engagement in gross conduct materially
              and  demonstrably  injurious to the Company or a  Subsidiary.  For
              purposes  of  this  subsection,  no act or  failure  to act on the
              Executive's  part shall be  considered  "wilful"  unless done,  or
              omitted to be done, by the Executive not in good faith and without
              reasonable  belief  that his  action or  omission  was in the best
              interest of the Company or a Subsidiary.  The Executive  shall not
              be deemed to have been terminated for Cause unless and until there
              shall have been delivered to the Executive a written  statement of
              the  Chief  Executive  Officer  (or  if  the  Executive  is  Chief
              Executive  Officer,  a copy of a  resolution  duly  adopted by the
              affirmative  vote  of not  less  than  two-thirds  of  the  entire
              membership of the Board of Directors at a duly convened meeting of
              the Board of Directors), finding that in the good faith opinion of
              the Chief  Executive  Officer  (or the Board of  Directors  if the
              Executive is Chief Executive  Officer) the Executive was guilty of
              conduct set forth in clause (i) or (ii) of the second  sentence of
              this  Section  3(d) and  specifying  the  particulars  thereof  in
              detail.

         (e)  Good  Reason.   The  Executive   may  terminate  the   Executive's
              employment with the Company or a Subsidiary for Good Reason within
              three  years after a Change in Control and during the term of this
              Agreement  and become  entitled  to the  compensation  provided in
              Section 4. For purposes of this  Agreement,  "Good  Reason"  shall
              mean  any of the  following  events,  unless  it  occurs  with the
              Executive's express prior written consent:

              (i)   the  assignment  to  the  Executive  by  the  Company  or  a
                    Subsidiary of any duties  inconsistent with, or a diminution
                    of,  the  Executive's  position,  duties,  titles,  offices,
                    responsibilities  or status with the Company or a Subsidiary
                    immediately prior to a Change in Control,  or any removal of
                    the  Executive  from or any failure to reelect the Executive
                    to any of such  positions,  except  in  connection  with the
                    termination of the  Executive's  employment for  Disability,
                    Retirement or Cause or as a result of the Executive's  death
                    or by the Executive other than for Good Reason;

              (ii)  a  reduction  by  the  Company  or  a   Subsidiary   in  the
                    Executive's  base  salary as in effect on the date hereof or
                    as the same may be  increased  from time to time  during the
                    term of this  Agreement  or the  Company's  or  Subsidiary's
                    failure to  increase  (within  15 months of the  Executive's
                    last  increase in base salary) the  Executive's  base salary
                    after  a  Change  in   Control   in  an   amount   which  is
                    substantially similar, on a percentage basis, to the average
                    percentage  increase in base salary for all  officers of the
                    Company or the Subsidiary  effected  during the preceding 12
                    months,  other  than a  reduction  of the  Executive's  base
                    salary  pursuant to the terms of the short-term or long-term
                    disability  plans of the  Company or a  Subsidiary  during a
                    period  in which  the  Executive  is  disabled  (within  the
                    meaning of such plan or plans) and  qualifies  for  benefits
                    under such plan or plans;

              (iii) any  failure by the Company or a  Subsidiary  to continue in
                    effect any benefit plan or arrangement  (including,  without
                    limitation,  any pension or retirement plan,  employee stock
                    ownership plan, group life insurance plan, medical,  dental,
                    accident and  disability  plans and  educational  assistance
                    reimbursement  plan) in which the Executive is participating
                    at the time of a Change in  Control  (or to  substitute  and
                    continue   other  plans   providing   the   Executive   with
                    substantially similar benefits)  (hereinafter referred to as
                    "Benefit Plans"), the taking of any action by the Company or
                    a Subsidiary  which would  adversely  affect the Executive's
                    participation  in  or  materially   reduce  the  Executive's
                    benefits   under  any  such  Benefit  Plan  or  deprive  the
                    Executive  of any  material  fringe  benefit  enjoyed by the
                    Executive at the time of a Change in Control, or the failure
                    by the Company or Subsidiary  to provide the Executive  with
                    the number of paid  vacation  days to which the Executive is
                    entitled in accordance with the vacation  policies in effect
                    at the time of a Change in Control;

              (iv)  any  failure by the Company or a  Subsidiary  to continue in
                    effect any incentive plan or arrangement (including, without
                    limitation,  the Company's annual bonus and contingent bonus
                    arrangements   and   credits   and  the  right  to   receive
                    performance   awards  and  similar  incentive   compensation
                    benefits)  in which the  Executive is  participating  at the
                    time of a Change in Control (or to  substitute  and continue
                    other plans or  arrangements  providing the  Executive  with
                    substantially similar benefits)  (hereinafter referred to as
                    "Incentive  Plans")  or  the  taking  of any  action  by the
                    Company or a  Subsidiary  which would  adversely  affect the
                    Executive's  participation  in any  such  Incentive  Plan or
                    reduce the  Executive's  benefits  under any such  Incentive
                    Plan in an amount which is not substantially  similar,  on a
                    percentage  basis,  to the average  percentage  reduction of
                    benefits under any such  Incentive Plan effected  during the
                    preceding  12 months for all  officers  of the  Company or a
                    Subsidiary participating in any such Incentive Plan;

              (v)   any  failure by the Company or a  Subsidiary  to continue in
                    effect any plan or arrangement to receive  securities of the
                    Company  or  awards  the  value  of which  is  derived  from
                    securities of the Company  (including,  without  limitation,
                    the  Company's  Stock  Incentive  Plan and any other plan or
                    arrangement  to receive and exercise  stock  options,  stock
                    appreciation  rights,  restricted  stock,  phantom  stock or
                    grants  thereof or to acquire  stock or other  securities of
                    the Company) in which the Executive is  participating at the
                    time of a Change in Control (or to  substitute  and continue
                    plans  or   arrangements   providing  the   Executive   with
                    substantially similar benefits)  (hereinafter referred to as
                    "Securities  Plans")  or the  taking  of any  action  by the
                    Company or a  Subsidiary  which would  adversely  affect the
                    Executive's   participation  in  or  materially  reduce  the
                    Executive's benefits under any such Securities Plan;

              (vi)  a relocation of the Company's principal executive offices or
                    the Executive's  relocation to any  metropolitan  area other
                    than the metropolitan area in which the Executive  performed
                    the  Executive's  duties  immediately  prior to a Change  in
                    Control;

              (vii) a substantial  increase in the  Executive's  business travel
                    obligations  over such  obligations  as they  existed at the
                    time of a Change in Control;

              (viii)any material  breach by the Company or a  Subsidiary  of any
                    provision of this Agreement;

              (ix)  any failure by the Company to obtain the  assumption of this
                    Agreement by any successor or assign of the Company pursuant
                    to Section 7(a); or

              (x)   any purported  termination by the Company or a Subsidiary of
                    the Executive's employment which is not effected pursuant to
                    a Notice  of  Termination  satisfying  the  requirements  of
                    Section  3(f),   including  any  purported   termination  of
                    employment  under the  circumstances  described  in the last
                    sentence of Section 3(a).

         (f)  Notice  of   Termination.   Any  termination  of  the  Executive's
              employment  by the  Company or a  Subsidiary  pursuant  to Section
              3(b),  3(c) or 3(d) or by the  Executive  pursuant to Section 3(e)
              shall  be   communicated  to  the  other  party  by  a  Notice  of
              Termination.   For  purposes  of  this  Agreement,  a  "Notice  of
              Termination"  shall mean a written notice which shall indicate the
              specific  termination  provision in this Agreement relied upon and
              which sets forth in reasonable  detail the facts and circumstances
              claimed  to  provide a basis for  termination  of the  Executive's
              employment under the provision so indicated.  For purposes of this
              Agreement,  no  such  purported  termination  by  the  Company  or
              Subsidiary shall be effective without such Notice of Termination.

         (g)  Date of Termination.  "Date of Termination"  shall mean (a) if the
              Executive's   employment   is  terminated  by  the  Company  or  a
              Subsidiary for Disability,  30 days after Notice of Termination is
              given to the Executive (provided that the Executive shall not have
              returned  to  the  performance  of  the  Executive's  duties  on a
              full-time   basis  during  such  30-day  period)  or  (b)  if  the
              Executive's  employment  is terminated  for any other reason,  the
              date on which a Notice of Termination is given.

     4.  Severance  Compensation  upon  Termination.   (a)  If  the  Executive's
         employment  by the Company or a  Subsidiary  is  terminated  (i) by the
         Company or  Subsidiary  pursuant  to Section  3(b),  3(c) or 3(d) or by
         reason of death or (ii) by the  Executive  other than for Good  Reason,
         the Executive shall not be entitled to any severance compensation under
         this Agreement,  but the absence of the Executive's  entitlement to any
         benefits under this Agreement shall not prejudice the Executive's right
         to the full  realization  of any and all  other  benefits  to which the
         Executive  shall be  entitled  pursuant  to the  terms of any  employee
         benefit  plans or other  agreements  or  policies  of the  Company or a
         Subsidiary  in which the  Executive  is a  participant  or to which the
         Executive is a party.

         (b)  If the  Executive's  employment  by the Company or a Subsidiary is
              terminated  (x) by the  Company  or  such  Subsidiary  other  than
              pursuant  to Section  3(b),  3(c) or 3(d) or by reason of death or
              (y) by the Executive for Good Reason,  then the Executive shall be
              entitled to the severance compensation provided below:

              (i)   In lieu of any further  salary or incentive  payments to the
                    Executive for periods subsequent to the Date of Termination,
                    the Company shall pay in cash as severance  compensation  to
                    the  Executive  at the time  specified  in  subsection  (ii)
                    below, a lump-sum severance payment equal to three (3) times
                    the Executive's Adjusted Annual  Compensation.  For purposes
                    of this Agreement, "Adjusted Annual Compensation" shall mean
                    the sum of (x) an amount  equal to the highest  level of the
                    Executive's  annual base salary in effect  (calculated prior
                    to  any  deferral  of  salary,  qualified  or  nonqualified)
                    between  the time of the Change in  Control  and the Date of
                    Termination,  (y) an  amount  equal  to the  greater  of the
                    amounts earned by the Executive  under the annual  incentive
                    compensation  plan of the Company or a Subsidiary  (or under
                    the  Whitman  Management  Incentive  Compensation  Plan,  if
                    applicable) for the two preceding calendar years (calculated
                    prior to any deferral of salary, qualified or nonqualified),
                    or, if the Executive has  participated in such plan for only
                    one year,  an amount  equal to the amount  earned under such
                    plan for the  preceding  calendar  year,  and (z) an  amount
                    equal to  one-third of the sum of the amounts of the current
                    "Target"  values for the Executive  under any annual or long
                    term  incentive  compensation  plans  of  the  Company  or a
                    Subsidiary,  such  Target  values  to be  prorated  from the
                    beginning of the applicable measurement period for each such
                    plan  through  the end of the  month  in  which  the Date of
                    Termination occurs.

              (ii)  The severance  compensation  provided for in subsection  (i)
                    above  shall be paid not later  than the 10th day  following
                    the Date of  Termination;  provided,  however,  that, if the
                    amount of such compensation  cannot be finally determined on
                    or before such day, the Company  shall pay to the  Executive
                    on such day an estimate,  as determined in good faith by the
                    Company,  of the  minimum  amount of such  compensation  and
                    shall pay the remainder of such compensation  (together with
                    interest at the rate  provided in Section  1274(b)(2)(B)  of
                    the Internal  Revenue Code of 1986, as amended (the "Code"))
                    as soon as the amount thereof can be  determined,  but in no
                    event later than the 30th day after the Date of Termination.
                    In the  event  that  the  amount  of the  estimated  payment
                    exceeds  the  amount  subsequently  determined  to have been
                    payable,  such excess shall constitute a loan by the Company
                    to the Executive payable on the 30th day after demand by the
                    Company  (together  with  interest  at the rate  provided in
                    Section  1274(b)(2)(B)  of the Code,  commencing on the 31st
                    day following such demand).

              (iii) The Company  shall  arrange to provide the  Executive  for a
                    period  of  thirty-six  (36)  months  following  the Date of
                    Termination or until the  Executive's  earlier  death,  with
                    life,  medical,  dental,  accident and disability  insurance
                    benefits and a package of "executive benefits", including to
                    the  extent  applicable  capital  assessments  and  dues for
                    pre-existing  club  memberships and the use of an automobile
                    or  an   allowance   therefor   (collectively,   "Employment
                    Benefits"),   substantially   similar  to  those  which  the
                    Executive  was  receiving  immediately  prior to the Date of
                    Termination.

              (iv)  During the term of this  Agreement and through the period of
                    thirty-six  (36) months  following the Date of  Termination,
                    all benefits under any pension or retirement plans, employee
                    stock ownership plan or any other plan or agreement relating
                    to retirement benefits (collectively, "Retirement Benefits")
                    in which the Executive participates shall continue to accrue
                    to the Executive, crediting of service of the Executive with
                    respect  to  Retirement  Benefits  shall  continue,  and the
                    Executive  shall  be  entitled  to  receive  all  Retirement
                    Benefits  provided  to  the  Executive  as  a  fully  vested
                    participant  under any such plan or  agreement  relating  to
                    retirement  benefits.  No contributions shall be required to
                    be made by the Executive to any plan  providing for employee
                    contributions  following  the  Date of  Termination.  To the
                    extent  that the amount of any  Retirement  Benefits  are or
                    would be  payable  from a  nonqualified  plan,  the  Company
                    shall,  as  soon  as  practicable   following  the  Date  of
                    Termination  (but in no event  later than the 30th day after
                    the Date of  Termination),  pay directly to the Executive in
                    one lump  sum,  cash in an  amount  equal to the  additional
                    benefits  that would have been  provided had such accrual or
                    crediting  been  taken  into  account  in  calculating  such
                    Retirement   Benefits.   Such  lump  sum  payment  shall  be
                    calculated as provided in the relevant plan and, in the case
                    of a defined  contribution  plan,  shall  include  an amount
                    equal  to  the  gross   amount  of  the   maximum   employer
                    contributions.

         (c)  In the event the severance compensation payable under this Section
              4,  either  alone or  together  with  any  other  payments  to the
              Executive  from the Company or a  Subsidiary  (including,  but not
              limited to,  payments under the Company's  Stock Incentive Plan or
              any  agreement  or  award  issued  pursuant  to  such  Plan or any
              successor  plan),  would  constitute  a  "parachute  payment"  (as
              defined in Section 280G of the Code), and subject the Executive to
              the excise tax  imposed by Section  4999 of the Code,  the Company
              shall pay the  Executive,  as  additional  severance  compensation
              hereunder and payable at the same time or times as such  severance
              compensation,  the amount of such  excise  tax and any  additional
              taxes  payable by the  Executive by reason of such payment (on the
              basis of a customary  "gross-up"  formula),  as  calculated by the
              Company.  The Company  agrees to indemnify  and hold  harmless the
              Executive  from and  against  any  liability  for the  payment  of
              additional taxes arising from any deficiency in the amount of such
              excise tax and any  additional  taxes thereon so calculated by the
              Company,  together  with  any  interest  or  penalties  applicable
              thereto;  provided,  however, that it shall be a condition of this
              obligation to indemnify  and hold harmless the Executive  that the
              Executive  shall have timely  notified the Company of any proposed
              assessment  relating to any claimed deficiency therein and offered
              the Company the right to contest such  assessment  or  participate
              in,  at  the  expense  of the  Company,  any  proceeding  relating
              thereto.

     5.  Payment of Taxes; Continuation of Employment. Notwithstanding any other
         provision of this  Agreement or the premises  hereto,  in the event the
         Executive is entitled to receive  compensation  (whether in the form of
         cash,  securities or other form of  compensation)  under or pursuant to
         any plan or  agreement  of or with the Company or a  Subsidiary  as the
         result of a Change in Control,  the Company  shall pay to the Executive
         any applicable  excise tax, and any taxes thereon,  and shall indemnify
         and hold  harmless  the  Executive in respect  thereof,  as provided in
         Section  4(c)  above,  regardless  of  whether  the  employment  of the
         Executive with the Company or a Subsidiary shall have terminated.

     6.  No  Obligation  To  Mitigate  Damages;  No Effect on other  Contractual
         Rights.  (a) The Executive shall not be required to mitigate damages or
         the amount of any payment  provided for under this Agreement by seeking
         other  employment  or  otherwise,  nor shall the amount of any  payment
         provided for under this Agreement be reduced by any compensation earned
         by the Executive after the  termination of the  Executive's  employment
         with the Company or a Subsidiary.

         (b)  The  provisions of this  Agreement,  and any payment  provided for
              hereunder,  shall not reduce any amounts otherwise payable,  or in
              any way diminish the Executive's  existing rights, or rights which
              would accrue solely as a result of the passage of time,  under any
              Benefit  Plan,  Incentive  Plan  or  Securities  Plan,  employment
              agreement or other contract, plan or arrangement of the Company or
              any Subsidiary.

     7.  Successor to the Company. (a) The Company will require any successor or
         assign (whether direct or indirect, by purchase, merger,  consolidation
         or otherwise) to all or substantially all the business and/or assets of
         the Company,  by agreement in form and  substance  satisfactory  to the
         Executive,  expressly,  absolutely  and  unconditionally  to assume and
         agree to  perform  this  Agreement  in the same  manner and to the same
         extent  that the  Company  would be  required  to perform it if no such
         succession or assignment had taken place. Any failure of the Company to
         obtain such agreement prior to the effectiveness of any such succession
         or assignment  shall be a material  breach of this  Agreement and shall
         entitle the Executive to terminate the Executive's  employment for Good
         Reason. As used in this Agreement,  "Company" shall mean the Company as
         hereinbefore defined and any successor or assign to its business and/or
         assets as aforesaid which executes and delivers the agreement  provided
         for in this Section 7 or which otherwise becomes bound by all the terms
         and provisions of this Agreement by operation of law.

         (b)  This Agreement shall inure to the benefit of and be enforceable by
              the  Executive's  personal and legal  representatives,  executors,
              administrators,  successors,  heirs,  distributees,  devisees  and
              legatees.  If the Executive should die while any amounts are still
              payable  to the  Executive  hereunder,  all such  amounts,  unless
              otherwise  provided  herein,  shall be paid in accordance with the
              terms of this Agreement to the Executive's devisees,  legatees, or
              other  designees  or,  if  there  be  no  such  designee,  to  the
              Executive's estate.

     8.  Notices.  For  purposes  of  this  Agreement,  notices  and  all  other
         communications  provided for in this Agreement  shall be in writing and
         shall  be  given  by  United  States  certified  mail  (return  receipt
         requested,  postage  prepaid),  by personal delivery or by a nationally
         recognized  express delivery service,  and shall be deemed to have been
         given when actually received, as follows:

               If to the Company or Pepsi General:

               [Whitman Corporation]
               [Pepsi-Cola General Bottlers, Inc.]
               3501 Algonquin Road
               Rolling Meadows, Illinois  60008

               Attention of: General Counsel

If to the Executive,  to the Executive's  home address as shown on the Company's
personnel  records;  or such other address as either party may have given to the
other in writing in accordance herewith.

     9.  Miscellaneous.  No provision of this Agreement may be modified,  waived
         or discharged unless such  modification,  waiver or discharge is agreed
         to in writing  signed by the  Executive  and the Company.  No waiver by
         either party hereto at any time of any breach by the other party hereto
         of, or compliance with, any condition or provision of this Agreement to
         be performed by such other party shall be deemed a waiver of similar or
         dissimilar  provisions  or  conditions  at the same or at any  prior or
         subsequent time. No agreements or  representations,  oral or otherwise,
         express or implied, with respect to the subject matter hereof have been
         made  by  either  party  which  are  not set  forth  expressly  in this
         Agreement.  This  Agreement  shall  be  governed  by and  construed  in
         accordance with the laws of the State of Illinois.

     10. Employment.  The  Executive  agrees  to  be  bound  by  the  terms  and
         conditions of this Agreement and to remain in the employ of the Company
         or a Subsidiary during any period following any public  announcement by
         any  person of any  proposed  transaction  or  transactions  which,  if
         effected, would result in a Change in Control until a Change in Control
         has taken  place or, in the  opinion  of the Board of  Directors,  such
         person has  abandoned or  terminated  its efforts to effect a Change in
         Control.  Subject to the  foregoing and to the last sentence of Section
         3(a),  nothing contained in this Agreement shall impair or interfere in
         any way with the right of the  Executive to terminate  the  Executive's
         employment  or the right of the Company or any  Subsidiary to terminate
         the employment of the Executive with or without cause prior to a Change
         in Control. Nothing contained in this Agreement shall be construed as a
         contract of employment  between the Company or any  Subsidiary  and the
         Executive  or as a right of the  Executive to continue in the employ of
         the Company or any  Subsidiary,  or as a limitation of the right of the
         Company or any  Subsidiary to discharge  the Executive  with or without
         cause prior to a Change in Control.

     11. Validity.  The invalidity or unenforceability of any provisions of this
         Agreement shall not affect the validity or  enforceability of any other
         provision  of this  Agreement,  which  shall  remain in full  force and
         effect.

     12. Counterparts.   This   Agreement   may  be  executed  in  two  or  more
         counterparts,  each of which shall be deemed to be an original  but all
         of which together will constitute one and the same instrument.

     13. Legal Fees and  Expenses.  (a) The Company shall pay all legal fees and
         expenses  which the Executive may incur as a result of the Company or a
         Subsidiary  contesting the validity,  enforceability or the Executive's
         interpretation of, or determinations under, this Agreement.


         (b)  The  Company  shall  pay all  legal  fees and  expenses  which the
              Executive  may  incur  by  reason  of  the   termination   of  the
              Executive's  employment,  other  than  as  a  result  of  (i)  the
              Executive's death, (ii) the Executive's  Disability (as defined in
              Section 3(b) above), (iii) the Executive's  Retirement (as defined
              in Section 3(c) above), (iv) the Executive's termination for Cause
              (as  defined  in  Section  3(d)  above),  or (v)  the  Executive's
              decision to  terminate  employment  other than for Good Reason (as
              defined  in  Section  3(e)  above;  such fees and  expenses  shall
              include,  without  limitation,  those  incurred in  contesting  or
              disputing any such  termination or in seeking to obtain or enforce
              any right or benefit provided by this Agreement.

         (c)  The  Company  shall  pay all  legal  fees and  expenses  which the
              Executive  may  incur  as a  result  of  any  tax  assessments  or
              proceedings  arising from payments made by the Company pursuant to
              Section 4(c) or Section 5 above.

         (d)  If the  payment  by the  Company  of any legal  fees and  expenses
              pursuant to this Section 13 shall  constitute  compensation to the
              Executive,  the  Company  agrees,  as a separate  and  independent
              undertaking,  to pay to the  Executive  upon  demand  any  and all
              taxes,  of  whatever  nature or  description,  applicable  to such
              payment,  together  with  any  taxes  thereon  (on the  basis of a
              customary "gross-up" formula).

     14. Confidentiality.  The Executive  shall retain in confidence any and all
         confidential  information known to the Executive concerning the Company
         and its  Subsidiaries and their business so long as such information is
         not otherwise publicly disclosed.

     15. Effective Date of this Agreement and Termination of Prior Agreement(s).
         This Agreement shall become effective on the Effective Date,  whereupon
         any and all Prior  Agreements  shall be terminated and be of no further
         force or effect.  Whitman and Pepsi General shall each be and be deemed
         to be a third-party beneficiary of this Section 15.

     16. Change in  Control  of Pepsi  General.  In the event  there  shall be a
         Change in Control of Pepsi General,  within the meaning of clauses (i),
         (iii) or (iv) of Section 2 of this  Agreement (as if Pepsi General were
         the "Company"  thereunder),  and if the Executive's employment with the
         Company  or a  Subsidiary  thereafter  shall  have been  terminated  in
         accordance with Section 3 of this  Agreement,  then the Executive shall
         be  entitled  to the  compensation  and all other  rights and  benefits
         provided  for in this  Agreement  to the same  tenor and effect as if a
         Change in Control of the Company had occurred;  provided, however, that
         for the  purposes  of this  Section  16,  the  exclusion  contained  in
         subclause  (1) of clause (i) of Section 2 of this  Agreement  shall not
         apply. IN WITNESS WHEREOF,  the parties have executed this Agreement as
         of the date first above written.

                                            WHITMAN CORPORATION


                                            By
                                            Name:
                                            Title:



                                            PEPSI-COLA GENERAL BOTTLERS, INC.


                                            By
                                            Name:
                                            Title:



                                            EXECUTIVE


                                            By
                                            Name: